Request for Proposal Bicycle and Pedestrian Bridge Inspection Services

Request for Proposals Bicycle and Pedestrian Bridge Inspection Services

Proposals Due: May 19, 2026, 2:00 PM The City of Santa Cruz Public Works Department is seeking qualified Consultants to submit proposals for Bicycle and Pedestrian Bridge Inspection Services.

For More Information: The Request for Proposals document, dated April 2, 2026, may be downloaded from the City’s website https://procurement.opengov.com/portal/santacruzca. For additional information or assistance, please contact:

Chris Schneiter Senior Management and Technical Assistant Email: cschneiter@santacruzca.gov Phone: (831) 212-6051 The City reserves the right to reject any or all proposals and waive any informality or minor defects in proposals received.

ORGANIZATION OF THIS RFP DOCUMENT

The Request for Proposals (RFP) is organized in these sections:

Section 1 General Information and Scope of Work: Contains the project scope and description, inventory review, bridge inspections, condition assessment, reporting, additional services, standards and requirements, deliverables, proposal requirements, firm qualifications, project team, approach and methodology, experience and references, sealed fee proposal, and RFP review and award schedule.

Section 2

Proposal Award Criteria: Provides details regarding award criteria, responsibilities of the consultant and the city, and basic qualifications of the consultant.

Section 3 Process Instructions: Contains the RFP schedule, explains how the proposals will be evaluated, and presents administrative information on the conduct of the RFP process, including Proposal format, RFP addenda, criteria definitions, optional evaluation of semi-finalists, final selection, rights of the city, contract implementation, public record, and award protests.

Section 4 Terms and Conditions: Details of the City’s contract terms and conditions, equal employment opportunity and nondiscrimination, and indemnification.

Section 5 Proposal Cover Page: Provides basic Consultant contact information, proposal deadline, proposal response sheet, addenda, and an authorized signature accepting the City’s terms and conditions as stated in this solicitation.

Section 6

Questionnaire: Presents questions for the consultant's response.

Section 7 Cost Proposa9: Provides a format for submitting pricing. Fee Schedules will include all costs incidental to completing the inspections and coordinating with the responsible agencies according to this solicitation.

Appendix A Professional Services Agreement

Appendix B Insurance Requirements Exhibit 1

Bicycle and Pedestrian Bridge Location Map

1. GENERAL INFORMATION AND SCOPE OF SERVICES

1.1 PROJECT SCOPE AND DESCRIPTION

The City of Santa Cruz (City) is soliciting proposals from qualified engineering firms to provide inspection, evaluation, and reporting services for all City Bicycle and Pedestrian Bridges within its jurisdiction on a two-year rotation, with half the bridges inspected annually. There are currently 10 bicycle-pedestrian bridges in the City (See Attachment 1). The selected consultant shall perform inspections in accordance with applicable federal, state, and local standards. The contract will run for two years with a two-year renewal option.

The anticipated schedule for the RFP review and award process is from May 19, 2026, to contract award in July 2026.

1.2 PURPOSE OF WORKS AND REQUIRED SERVICES

City owns and maintains a network of bicycle and pedestrian bridges of varying age, design, and construction type. These structures are critical to public safety and mobility. The city seeks professional engineering services to assess structural conditions, identify deficiencies, and recommend maintenance or rehabilitation actions.

The selected Consultant shall perform various tasks and prepare deliverables such as inspection reports, photo documentation, and other deliverables as deemed necessary by the city for which the Consultant is qualified.

The tasks presented below represent the City's best understanding of the work required to complete the project.

1.2.1 Inventory Review

· Review existing bridge inventory data.

· Verify bridge identification, location, and basic characteristics.

1.2.2 Bridge Inspections

· Perform routine and/or in-depth inspections of bicycle and pedestrian bridges.

· Conduct visual inspections of all accessible structural elements, including:

· Superstructure

· Substructure

· Deck

· Wearing surfaces

· Railings

· Safety features

· Bearings, joints, and drainage components

· Electrical

· Lighting

· Utilize access equipment as necessary (ladders, lifts, under-bridge inspection units, etc.)

1.2.3 Condition Assessment

· Identify deficiencies, damage, and safety concerns

· Rate bridge components using applicable condition rating systems (e.g., NBIS-style ratings)

· Identify load restrictions or immediate safety concerns, if any

1.2.4 Reporting

· Develop an inspection form based on Caltrans’s current inspection report or other applicable agencies' inspection reports, for consideration by the city.

· Prepare inspection reports for each bridge, including:

· Written descriptions of conditions

· Photographs of deficiencies

· Condition ratings

· Recommended maintenance, repair, or rehabilitation actions

· Provide electronic copies in agency-specified formats

1.2.5 Additional Services (if applicable)

· Load rating analysis

· Rehabilitation, maintenance, or repair design with cost estimates

· Emergency or special inspections

· GIS or asset management system updates If additional services are required beyond the tasks captured in the Fee Proposal, standard hourly rates will apply. These tasks will require prior written authorization.

1.2.6 Standards and Requirements

Inspections shall be performed in accordance with:

· FHWA National Bridge Inspection Standards (NBIS), where applicable

· Caltrans bridge inspection manuals

· AASHTO and ASTM guidelines

· Applicable OSHA safety requirements

· Other relevant Authority having Jurisdiction

1.2.7 Deliverables

· Inspection schedule

· Individual bridge inspection reports

· Summary report of the overall system condition

· Digital photo documentation

· Final electronic files in agency-specified formats

1.2.8 Proposal Requirements

Proposals shall include the following sections:

1.2.8a Firm Qualifications

· Firm background

· Firms' years of experience

· Relevant bicycle/pedestrian bridge inspection and design experience

· Professional licenses, certifications, and training 1.2.8b Project Team

· Project Manager contact information

· Key personnel list or organization chart with contact information

· Bridge inspection certifications (e.g., NBIS Team Leader)

· Subcontractors and/or Subconsultants and contact information (if any)

1.2.8c Approach and Methodology

· Inspection methods

· Equipment

· Quality control and safety procedures

· Schedule and timeline

1.2.8d Experience and References

· Description of similar projects and inspections

· Three client references and contact information 1.2.9e Sealed Fee Proposal

· Lump sum or unit pricing

· Price Breakdown by task

· Hourly rates

· Clarifications

· Exclusions (See 2.1.3 Award Criteria - Responsibility of the Vendor & 3.2 Proposal Format)

1.3 RFP REVIEW & AWARD SCHEDULE

The anticipated schedule for the RFP review and award process is from May 19, 2026, to contract award in July 2026.

SECTION 2. PROPOSAL AWARD CRITERIA

2.1 AWARD CRITERIA

1.

When determining the responsiveness of the Consultant’s proposal, the city may consider any of the following, but not limited to:

a. Proposal received on time.

b. Proposal completed per instructions.

c. Proposal contains required contents, forms, and signatures.

d. Proposal submitted in accordance with RFP instructions.

2.

Proposal is compliant with specifications and industry standards.

3.

When determining the responsibility of the vendor, the city may consider any of the following, but not limited to:

a. Possession of industry-standard licensing and/or certifications.

b. Financial capacity of the Vendor.

c. Experience or past performance of the Vendor.

d. Use of Subcontractors and/or Subconsultants.

e. Past, Present, and Pending Legal Actions.

f. Exceptions with City’s Terms and Conditions.

g. Project delivery schedule.

A vendor’s failure to promptly respond to the City’s inquiries for proposal clarification may result in a determination of non-responsibility.

The contract will be awarded on an all-or-nothing basis, and the work is tentatively scheduled to begin per the schedule noted in 1.2.8c approach and methodology above.

Vendors have the right to take exception to the specifications or terms of this solicitation; however, such exceptions may deem the proposal submission non-responsible during evaluation. Any exceptions taken must be explained in the proposal. Any exceptions that contradict the City’s terms and conditions or contain provisions that are not in the best interest of the City will disqualify the vendor. If exceptions are not explained, the Vendor will comply with the specifications as stated in this solicitation.

The City reserves the right to reject any or all proposals and waive any informality or minor defects in proposals received.

2.2 RESPONSIBILITIES OF CONSULTANT

The Consultant shall include all labor, materials, and services to furnish and implement the project as set forth in the Project Scope of Work.

2.3 RESPONSIBILITIES OF THE CITY

The city will provide all available pertinent background documents, as well as any other available information requested. The city will review and approve consultants’ work and will provide a single written set of city-generated review comments.

2.4 BASIC QUALIFICATIONS OF CONSULTANT

Consultant must demonstrate experience in bridge inspection services on local, state, and federally funded projects. All documents shall be prepared by a licensed professional in the state of

California.

If exceptions are not requested, the Consultant will comply with the specifications as stated in this solicitation.

SECTION 3: PROCESS INSTRUCTIONS

3.1 RFP SCHEDULE

The City will make every effort to adhere to the following schedule:

3.2 PROPOSAL FORMAT

All proposals will be submitted through the OpenGov Procurement website before the due date. Late proposals will not be considered.

Vendors shall create a FREE account with OpenGov Procurement by signing up at https://procurement.opengov.com/portal/santacruzca . Once you have completed account registration, browse back to this page, click on "Submit Response", and follow the instructions to submit a response to this solicitation.

The City will not be liable for any expenses incurred by consultants responding to this solicitation.

Proposals should be organized as follows:

1.

RFP Cover Page, Section 5: Provides basic Consultant contact information and an authorized signature accepting the City’s terms and conditions as stated in this solicitation.

2.

Consultant Response to RFP Questionnaire, Section 6: Answers should be complete and, in the order, presented. Make your proposal as detailed as possible and do not include generic marketing materials.

3.

Optional Appendices or Exhibits: Consultant may include sample reports, peer review reports, letters of recommendation, or other exhibits that may assist the city in favorably evaluating the Consultant. Do not include generic marketing materials.

Proposals should be no longer than 40 pages in length, double-sided (total 80 pages).

Consultants have the right to take exception to the specifications or terms of this solicitation. Any exceptions taken must be explained in the proposal. Any exceptions that contradict the City’s terms and conditions or contain provisions that are not in the best interest of the City will disqualify the Consultant. If exceptions are not explained, the Consultant will comply with the specifications stated in this solicitation.

3.3 RFP ADDENDA

The city may determine it is necessary to revise any part of this solicitation. Revisions will be made by written addenda, and it is the Vendor’s responsibility to comply with any addenda to this solicitation. Any addenda will be posted on OpenGov website, under Addenda and Notices.

3.4 PROPOSAL EVALUATION

RFP responses will be evaluated and ranked according to the criteria below by an evaluation committee composed of City staff. The evaluation committee will open and review the proposals in confidence. Proposals will be available to the public after contract award.

Does the proposal meet the minimum requirements to be responsive?

Supplied all documentation required.

Pass/Fail

If passing, continue scoring based on the template below.

Criteria

3.4.1 Proposal Evaluation Criteria Definitions

Criteria for sections a. through c. will be provided in RFP Questionnaire, Section 6 below.

a. Consultant’s Qualifications (30 pts).

Proposals will be evaluated for the Consultant’s qualifications, experience, and references. The criteria will also include an evaluation of the Consultant’s longevity, projected financial stability, and performance on similar contracts.

b. Contract Proposed Work Plan (30 pts).

Proposals will be evaluated for the Consultant’s ability to provide the services as set forth in this Request for Proposals.

c. Project Team (30 pts).

Proposals will be evaluated for the makeup of the Consultant’s Project Team and their training, experience, certifications, and accreditations.

d. Overall Quality of the Proposal (10 pts) Proposals will be evaluated for professionalism and thoroughness. Consultants should answer all questions in the order presented.

3.5 OPTIONAL EVALUATION OF SEMI-FINALISTS

After the initial proposal evaluation, the City may determine that additional information is needed to establish the final ranking of consultants. The semi-finalists will be contacted and may be asked to:

· Revise the submitted proposal for the purpose of obtaining the best proposal.

· Provide additional information to assist the City in determining the best value Consultant.

All semi-finalists will be given equal opportunity to provide the requested information for the city. Any oral presentations from the assigned project manager will be scheduled for a mutually agreed-upon date through Teams, tentatively to be scheduled between June 1-4, and will be at no cost to the City.

The Evaluation Committee will use all information collected to rank the semi-finalists in order of their ability to best meet the requirements of the city.

3.6 FINAL SELECTION

After the evaluation process is complete, the Consultants will be ranked sequentially from the most advantageous to the least, based on the final score determined by the Evaluation Committee. The city will notify all Respondents of its intent to award, then identify the top three-ranked Project Teams. Once the ranking of the proposals is complete, the City will begin negotiating a firm contract with the highest-ranked Respondent. If no agreement can be reached, negotiations will begin with the next-ranked Respondent.

3.7 RIGHTS OF THE CITY

In connection with this procurement process, including the receipt and evaluation of Proposals, City reserves to itself (at its sole discretion) all rights available to it under applicable law, including without limitation, with or without cause and with or without, the right to:

· Cancel, withdraw, reissue, modify, postpone, or extend this RFP, in whole or in part, at any time, without incurring any obligations or liabilities.

· Issuing addenda to the RFP.

· Modify the procurement schedule.

· Waive deficiencies, informalities, and irregularities in a Proposal, and accept, and review a non-conforming Proposal.

· Suspend and terminate the procurement process or terminate evaluations of Proposals received.

· Permit corrections to data submitted with any Proposals.

· Hold meetings, interviews, conduct discussions, and correspondence with one or more of the Respondents to seek an improved understanding of any information contained in a Proposal.

· Seek or obtain, from any source, data that has the potential to improve the understanding and evaluation of the Proposals.

· Seek clarification from any Respondent to fully understand the information provided in the Proposal.

· Reject a Proposal containing exceptions, additions, qualifications, or conditions not called for in the RFP or otherwise not acceptable to the City.

· Conduct an independent investigation of any information, including prior experience, identified in a Proposal by contacting project references, accessing public information, contacting independent parties, or any other means.

· Request additional information from a Respondent during the evaluation of its Proposal.

· Utilize all ideas presented in the various proposals and incorporate these ideas into the contract of the selected Proposer.

· Accepting and negotiating with a consultant any combination of services, the services, and combination to be chosen by the City in its sole discretion.

3.8 CONTRACT IMPLEMENTATION

The contract resulting from this solicitation is tentatively scheduled to begin July, 2026. Upon award notification and prior to final contract approval, the successful proposer will be required to submit:

a. Proof of insurance and living wage ordinance compliance documentation as specified in section 4.1 of this solicitation.

b. Documentation of all credentials necessary to legally perform the services specified.

c. A completed W9 form and, if applicable, a non-resident withholding exemption form, if not already on file with the City.

d. Proof of the current City of Santa Cruz business tax certificate if the Consultant is located in, or performs services within, the city limits for more than 6 days annually.

3.9 PUBLIC RECORD

Proposals received will become the property of the City. All proposals, evaluation documents, and any subsequent contracts will be subject to public disclosure per the “California Public Records Act,” California Government Code, sections 6250 – 6270. All documents related to this solicitation will become public records once discussions and negotiations with proposers have been fully completed and an award has been announced.

Appropriately identified trade secrets will be kept confidential to the extent permitted by law. Any proposal section alleged to contain proprietary information will be identified by the proposer in boldface text at the top and bottom as “PROPRIETARY.” Designating the entire proposal as proprietary is not acceptable and will not be honored. Submission of a proposal will constitute an agreement to this provision for public records. Pricing information is not considered proprietary information.

3.10 AWARD PROTESTS

The city desires to foster cooperative relationships with Consultants and to reach a fair agreement in a timely manner.

The City encourages Consultants to resolve issues regarding the solicitation requirements or the procurement process through written correspondence and discussions at least 5 business days prior to the proposal due date. This will allow the City time to research the validity of the protest and either issue an addendum to the solicitation, cancel the solicitation, or determine the protest to be unfounded and proceed with the solicitation. In the event the protest of specifications is denied, and the protester wishes to continue in the protest process, the protesting Consultant must still submit a proposal in accordance with the proposal submittal procedures provided in this solicitation. Questions or concerns prior to the intent to award notice will be directed to:

Chris Schneiter Phone: (831) 212-6051 Email: cschneiter@santacruzca.gov Any Consultant who unsuccessfully bids on a city contract or any trade association representing workers who would have potentially been employed by such a contract may formally protest a contract award. Protest letters regarding a formal contract award will be directed to:

City of Santa Cruz

City Clerk Administrator 809 Center Street, Room 9 Santa Cruz, CA 95060

Protests will be filed with the City Clerk’s office no later than 5 business days after the written notice of intention to award has been distributed. Protest letters will include:

· The name, address, and telephone number of the protester.

· The solicitation title and due date.

· Name of City employee and Department designated as the contact in the original solicitation.

· A detailed statement of the legal and/or factual grounds for the protest.

· The form of relief requested.

The City Council will hear the protest prior to the award of the contract. The protesting party may protest the City’s or successful Consultant’s failure to comply with the requirements of the Purchasing Ordinance or the solicitation documents. The protest must clearly set forth the basis for the protest; grounds not set forth in the written protest will not be considered by the City Council at the protest hearing. The City Council will sustain a protest if the protesting party demonstrates clear and convincing evidence that, as specified above, the City would act improperly in awarding the contract. The decision of the City Council will be final.

4. TERMS AND CONDITIONS

4.1 CITY’S TERMS AND CONDITIONS

The City of Santa Cruz standard terms and conditions shall govern this contract. All terms, including but not limited to insurance, apply to the contract resulting from this solicitation. A current copy of these terms will be included in the resulting contract as an Exhibit. A hard copy of the terms and conditions is available by contacting the Purchasing Division at (831) 420-5080.

4.1.1 Insurance Requirements

The consultant will provide Certificate of Insurance(s) for Professional Liability, Commercial General Liability, Auto Liability, and Workers’ Compensation as stated in the City’s standard terms and conditions.

4.1.2 Prevailing Wage

Prevailing wages must be paid to all workers and subcontracted employees for this contract if applicable. This contract is subject to compliance monitoring and enforcement by the DIR. Contractors and subcontractors must register with the DIR in order to submit a bid and be awarded a contract. (http://www.dir.ca.gov/dlse/dlsePublicWorks.html)

4.1.3 Professional Services Agreement

The successful Proposer will be required to enter into an Agreement in the form of the Agreement attached hereto as Appendix A. The City reserves the right to adjust the terms, including insurance terms provided, based on the type and scope of the project proposed by the Proposer. If a Proposer is unable to accept the City’s proposed Agreement terms substantially in the form presented, the Proposer shall include a revised copy of the Agreement with its Proposal. The revised copy must clearly mark any section to which it objects, set forth the Proposer’s proposed alternative terms, and explain the basis for each proposed change. The City reserves all rights to reject any revisions to the Agreement. If a satisfactory contract cannot be negotiated in a reasonable time, the City, in its sole discretion, may terminate negotiations

4.2 TERM OF CONTRACT

The term of the contract will commence upon notification of the award and continue to June 30, 2028, plus any renewals agreed to by the parties.

4.3 EQUAL EMPLOYMENT OPPORTUNITY/NON-DISCRIMINATION

City’s policies promote a working environment free from abusive conduct, discrimination, harassment, and retaliation; and require equal opportunity in employment for all regardless of race, religious creed (including religious dress and grooming practices), color, national origin (including language use restrictions), ancestry, religion, disability (mental and physical), medical condition, sex, gender (including gender identity and gender expression), physical characteristics, marital status, age, sexual orientation, genetic information (including family health history and genetic test results), organizational affiliation, and military or and veteran status, or any other consideration made unlawful by local, State or Federal law. City requires Consultant to be in compliance with all applicable Federal, State, and local equal employment opportunity acts, laws, and regulations, and Consultant is responsible for ensuring that effective policies and procedures concerning the prevention of abusive conduct, discrimination, harassment, and retaliation exist in Consultant’s business organization. The City’s current Equal Employment Opportunity and Non-Discrimination policies to which this Section applies may be viewed at: http://www.codepublishing.com/CA/SantaCruz/?SantaCruz09/SantaCruz0983.html

Copies are available upon request from the City’s Purchasing Division.

4.4 IDEMNIFICATION

For General Services: To the fullest extent permitted by law, Consultant agrees to indemnify, defend, and hold harmless the City, its officials, officers, employees, and volunteers from and against any and all claims, demands, actions, liabilities, damages, judgments, or expenses (including attorneys’ fees and costs) arising from the acts or omissions of Consultant’s employees or agents in any way related to the obligations or in the performance of services under this Agreement, except for design professional services as defined in Civil Code § 2782.8, and except where caused by the sole or active negligence, or willful misconduct of City.

SECTION 5: PROPOSAL COVER PAGE

5.1 PROPOSAL DEADLINE

Proposals are due no later than May 19, 2025, 2:00 PM. All proposals will be submitted through the OpenGov Procurement website before the due date. Late proposals may not be considered. Vendors shall create a FREE account with OpenGov Procurement by signing up at https://procurement.opengov.com/portal/santacruzca. Once you have completed account registration, browse back to this page, click on "Submit Response", and follow the instructions to submit a response to this solicitation.

5.2.

PROPOSAL RESPONSE SHEET

The undersigned, upon acceptance, agrees to furnish the following in accordance with the specifications and terms and conditions per City of Santa Cruz “RFP for Bicycle and Pedestrian Bridge Inspection Services dated April 2, 2026, at the prices indicated herein.

The undersigned, under penalty of perjury, declares not to be a party with any other business to an agreement to bid a fixed or uniform price in connection with this proposal.

The unsigned declares under penalty of perjury that she/he is authorized to sign this document and bind the business or organization to the terms of this contract.

The undersigned recognizes the right of the City of Santa Cruz to reject any or all proposals received and to waive any informality or minor defects in proposals received.

Consultant Name:

Address:

Telephone Number:

Fax Number:

E-mail address:

Signature of Authorized Representative:

Printed Name of Authorized Representative:

If Consultant is awarded the contract, will Consultant extend contract terms and pricing to other government agencies?

FORMCHECKBOX

Yes FORMCHECKBOX No

5.3 ADDENDA

The city may determine it is necessary to revise any part of this solicitation. Revisions will be made by written addenda, and it is the Consultant’s responsibility to comply with any addenda to this solicitation. Any addenda will be:

· Posted on the project page of OpenGov website, under Addenda and Notices.

How many addenda were issued for this solicitation? ________

SECTION 6: QUESTIONNAIRE

Answer all of the following questions. Any omission may be cause for rejection of the proposal. Answers should be complete and in the order presented. A simple "yes" or "no" answer is not adequate.

Consultants have the right to take exception to the specifications or terms of this solicitation. Any exceptions taken must be explained in the proposal. Any exceptions that contradict the City’s terms and conditions or contain provisions that are not in the best interest of the City will disqualify the Consultant. If exceptions are not explained, the Consultant will comply with the specifications stated in this solicitation.

Consultant’s qualifications, experience, and references

1) Describe business background and qualifications, including the year the business was established.

2) Describe your firm’s ability to provide the required services in a timely manner; accessibility of staff, flexibility, and readiness to complete specified work

3) Describe internal procedures and/or policies associated with work quality, cost control, and scheduling.

4) Describe experience doing similar work for other public agencies.

5) Provide the location of the office that will be performing work for City of Santa Cruz.

6) Provide the names of three clients for whom your business currently provides a similar scope of services. Include the name of the business, the name of a contact person, and the phone number.

Consultant’s proposed work plan

1) The city requires an estimate of the breakdown of individual staff hours that are needed to complete the project. Clearly define all the work your business proposes to do for the city. Include an anticipated list of deliverables and identify all critical activities for the project. Include any modifications and/or additions that are deemed necessary.

Project Team

1) Provide a background of personnel who will be assigned to provide this service to the city. Information should include experience, background, academic training, and where registered. Include an organizational chart and staffing plan for the proposed team. A summary should also be included, defining each team member’s role. Include the individual(s) authorized to negotiate the contract on behalf of the consulting firm. No changes to the core members that comprise the Project Team are allowed, or changes to the key Project staff, as represented in the Respondent’s RFP, unless approved by the city. Respondents may strengthen their Project Team by adding experienced personnel and sub-consultant members.

2) If you will subcontract portions of the work, identify Subcontractors who will be working on the Project and describe their role and performance responsibilities. Subcontractors to be used will be listed in the Consultant’s proposal. Subcontracting of work after contract award and without prior approval of the City may result in contract termination. If at any time, the city determines any Subcontractor is incompetent or undesirable, Consultant will be notified and will be expected to immediately cancel the subcontract.

SECTION 7: COST PROPOSAL

· Each Consultant will submit a sealed cost proposal.

· Break down the Cost Proposal into as many tasks as deemed necessary. Clearly present the anticipated level of effort and costs associated with the various activities and deliverables. Indicate the hourly rate of the individual (or Subcontractor) as well as the anticipated number of hours per task. Include other direct costs associated with each element and adjustments in rates predicted to occur during the project.

· State any and all assumptions, such as the number of meetings to be attended or the number of submittals to be reviewed.

· Describe under what circumstances the City would be charged for additional work.

· Include all costs in your proposal. Consultants will not be allowed to charge for costs not listed in the proposal.

· Provide a 10 Percent Contingency for unexpected work. This portion of the cost proposal will not be expended without written authorization from the City Project Manager.

· Vendors are requested to indicate on the Bid Sheet if they will extend the pricing, terms, and conditions of this bid to other government agencies. If so, Vendor shall make this contract available to interested agencies for at least six months following the award of this contract. Interested government agencies may enter into their own contract with the successful Vendor. They may negotiate minor changes in terms and conditions.

Exhibit A: Professional Services Agreement Exhibit B: Insurance Requirements

Exhibit 1: Bicycle and Pedestrian Bridge Location Map

Exhibit A: Professional Services Agreement For

Bicycle and Pedestrian Bridge Inspection Services THIS AGREEMENT for professional services is made by and between the City of Santa Cruz (“City”) and

(“Consultant”) (each is referred to individually as a “Party” and collectively, as the “Parties”) as of _________________, 20__ (the “Effective Date”).

NOW, THEREFORE, in consideration of each other’s mutual promises, the Parties hereto agree as follows:

Section 1: Scope of Work

Consultant will furnish services as defined and described in the Scope of Work, attached hereto as Exhibit A and incorporated herein.

Section 2: Responsibilities of Consultant

All work performed by the consultant, or under the consultant’s direction, shall be rendered in accordance with the generally accepted practices and to the standards of the consultant's profession. Consultant represents and warrants that Consultant: (i) is fully experienced and properly qualified to perform the work and services provided for herein, (ii) has the financial capability required for the performance of the work and services, and (iii) is properly equipped and organized to perform the work and services in a competent, timely, and proper manner, in accordance with the requirements of this Agreement.

Consultant shall not undertake any work beyond the Scope of Work set forth in Exhibit A unless such additional work is approved in advance and in writing by the City. The cost of such additional work shall be reimbursed to Consultant by City on the same basis as provided for in Section 4.

If, in performing the work, it is necessary to conduct field operations, security and safety of the job site will be the Consultant's responsibility, excluding the security and safety of any facility of the City within the job site which is not under the Consultant's control.

Consultant shall meet with Nathan Nguyen, Director of the Public Works Department, hereinafter called "Director", or other designated and authorized City personnel, or third parties as necessary, on all matters connected with carrying out the Consultant’s services described in Exhibit A. Such meetings shall be held at the request of either Party. Review and City approval of completed work shall be obtained monthly, or at other intervals as may be mutually agreed upon during the course of this Agreement. Review, approval, or acceptance of Consultant’s work by City or others shall not relieve Consultant from responsibility for errors and omissions in Consultant’s work.

Section 3: Responsibilities of the City

City shall make available to the Consultant all necessary data and information in the City's possession and shall actively assist the Consultant in obtaining such information from other agencies and individuals as needed. Consultant is entitled to reasonably rely upon the accuracy and completeness of such data and information, and Consultant shall provide City prompt written notice of any known defects in such data and information.

The Director may authorize a staff member to serve as his or her representative. The work in progress shall be reviewed at such intervals as may be mutually agreed upon between the Parties. The City will be the sole judge of acceptable work, provided that such approval will not be unreasonably withheld or delayed. If the work is not acceptable, the City will inform the Consultant of the changes or revisions necessary to secure approval.

Section 4: Fees and Payment

For services performed, the City will compensate Consultant at the rates set forth in the Cost Proposal detailed in Exhibit A and in accordance with the terms set forth therein. Payment for Consultant's services in carrying out the entire Scope of Work shall be made within the budget limit, or the limits shown upon Exhibit A. Such payment shall be considered full compensation for all personnel, materials, supplies, and equipment used by Consultant in the Scope of Work. Markups shall not be charged for any approved sub-consultants or subcontractors.] Consultant agrees that the payments to the consultant specified in this Section 4 will constitute full and complete compensation for all obligations assumed by Consultant under this Agreement. Where conflicts regarding compensation may occur, the provisions of this section apply.

Variations from the budget for each task, which are justified by statements indicating personnel time expended and submittal of a revised budget, are only allowed with prior City approval; however, in no event shall the total fee charged for the Scope of Work set forth in Exhibit A exceed the budget of $ without advance written City authorization in the form of an amendment.

Invoices shall detail the time worked by each class of employees on each task and the expenses incurred for which billing is made. Invoices shall indicate the percentage completion of each work task as identified in the Scope of Work in Exhibit A and the overall percentage of completion of the total required services. Unless otherwise specified in the fee schedule, payments shall be made monthly by the City within 30 days based on itemized invoices from the Consultant, which list the actual costs and expenses.

All invoices shall contain the following affidavit signed by the consultant (if individual) or by the principal of Consultant’s firm (if Consultant is an entity):

"I hereby certify [or as principal of Consultant] that the charge of (Insert invoice amount) as summarized above and shown in detail on the attachments is a fair and reasonable use of public funds, is in accordance with the terms of the Agreement dated (Insert Agreement Date) and has not been previously paid."

Section 5: Travel Reimbursement Policy Not Applicable.

Section 6: Changes in Work

City may negotiate changes in the Scope of Work. No changes in the Scope of Work shall be made without the written approval of the City and Consultant. Any change requiring compensation in excess of the sum specified in Exhibit A shall be approved in advance in writing by the City. Only City’s authorized representative(s) is authorized to approve changes to this Agreement on behalf of City.

Section 7: Time of Beginning and Schedule for Completion

The term of this Agreement shall be on the effective date of this Agreement and terminating on . Consultant shall begin work as specified in a written authorization (e.g., Notice to Proceed) to perform services. The written authorization to perform work shall not be issued until after this Agreement has been approved and authorized by the City.

The Work Schedule for completion of the work shall be as shown upon Exhibit A. If major changes are ordered, the schedule for completion as stated in Exhibit A may be adjusted by the City so as to allow the Consultant a reasonable period of time within which to complete any additional work that may be required as a result of the changes ordered.

Neither party will be held responsible for delay or default caused by declared emergencies, natural disasters, or any Force Majeure event which is beyond the party's reasonable control. Consultant will, however, make all reasonable efforts to remove or eliminate such a cause of delay or default and will, upon the cessation of the cause, diligently pursue performance of its obligations in this Agreement.

The City reserves the right to obtain the item(s) and/or services covered by this Agreement from another source during any on-going suspension of service due to the circumstances outlined above.

Consultant acknowledges that it is necessary for Consultant to complete its work on or before the completion date set forth in Exhibit A in order to allow the City to achieve its objectives for entering into this Agreement. The Parties therefore agree that time is of the essence in the performance of this Agreement.

Section 8: Termination

The City may terminate the Agreement for convenience by providing written notice to Consultant not less than 10 calendar days prior to an effective termination date.

The City or Consultant may terminate the Agreement for cause by providing written notice to the other party not less than 30 calendar days prior to an effective termination date.

The City may, at its option, allow Consultant to cure its failure to perform within 15 business days (or longer period authorized in writing by the City) from the date of the City’s termination notice. The termination shall become effective if Consultant has not cured within such time period to the City’s satisfaction.

Consultant may terminate this Agreement for cause if the City fails to cure a material default in performance within a period of 30 calendar days (or such longer period agreed to by the Consultant), from the date of the Consultant’s written termination notice specifying the default in performance.

Upon notice of termination by either the City or Consultant, the Consultant will immediately act to not incur any additional obligations, costs, or expenses, except as may be reasonably necessary to terminate its activities. The City’s only obligation to the Consultant will be just and equitable payment for services authorized by, and received to the satisfaction of, the City up to and including the effective date of termination, less any amounts withheld. All finished or unfinished work or documents procured or produced under the Agreement will become the property of the City upon the termination date. In the event of Consultant’s failure to perform pursuant to the Agreement, the City reserves the right to obtain services elsewhere, and Consultant will be liable for the difference between the prices set forth in the terminated Agreement and the actual cost to the City. Termination of the Agreement pursuant to this paragraph shall not relieve the Consultant of any liability to City for additional costs, expenses, or damages sustained by City due to failure of the Consultant to perform pursuant to the Agreement. City may withhold any payments to Consultant for the purpose of set‑off until such time as the exact amount of damages due City from Consultant is determined. After the effective date of termination, Consultant will have no further claims against the City under the Agreement. No other compensation will be payable for the anticipated profit on unperformed services.

Section 9: Insurance

Prior to the beginning of and throughout the duration of the Agreement, Consultant will maintain and comply with the Insurance Requirements as set forth in Exhibit B. Consultant will insure the City against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder. The insurance coverage required shall not in any way limit the liability of the Consultant.

Section 10: Indemnification

Consultant agrees, to the fullest extent permitted by law, to indemnify, defend, and hold harmless the City, its officials, officers, employees, agents, and volunteers (collectively, “Indemnitees”) from and against any and all liability, claim, action, loss, injury, damage, judgment, or expense, including attorneys’ fees and costs (“Losses”) caused by or resulting from the negligence, recklessness, or willful misconduct of Consultant, Consultant’s officers, employees, agents, or subcontractors in any way related to this Agreement. Consultant’s duty to indemnify and hold harmless Indemnitees shall not apply to the extent such Losses are caused by the sole or active negligence or willful misconduct of Indemnitees, as determined by an adjudicatory body or court of competent jurisdiction. The obligation to defend shall arise regardless of any claim or assertion that Indemnitees caused or contributed to the Losses.

In the event this Agreement involves the performance of design professional services by Consultant, Consultant’s officers, employees, agents, or subcontractors, Consultant’s costs to defend Indemnitees shall not exceed the Consultant’s proportionate percentage of fault per Civil Code §2782.8. This section shall survive the termination or expiration of this Agreement.

Section 11: Equal Employment Opportunity/Non-Discrimination Policies City’s policies promote a working environment free from abusive conduct, discrimination, harassment, and retaliation; and require equal opportunity in employment for all regardless of race, religious creed (including religious dress and grooming practices), color, national origin (including language use restrictions), ancestry, religion, disability (mental and physical), medical condition, sex, gender (including gender identity and gender expression), physical characteristics, marital status, age, sexual orientation, genetic information (including family health history and genetic test results), organizational affiliation, and military or veteran status, or any other consideration made unlawful by local, State or Federal law. City requires Consultant to comply with all applicable Federal, State, and local equal employment opportunity laws and regulations, and Consultant is responsible for ensuring that effective policies and procedures concerning the prevention of abusive conduct, discrimination, harassment, and retaliation exist in Consultant’s business organization. The City’s current Equal Employment Opportunity and Non-Discrimination policies to which this Section applies may be viewed at: http://www.codepublishing.com/CA/SantaCruz/?SantaCruz09/SantaCruz0983.html Section 12: Legal Action/Attorneys’ Fees

If any action at law or in equity is brought to enforce or interpret the provisions of this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees in addition to any other relief. The laws of the State of California, with jurisdiction in the Santa Cruz County Superior Court, shall govern all matters relating to the validity, interpretation, and effect of this Agreement and any authorized or alleged changes, the performance of any of its terms, as well as the rights and obligations of Consultant and the City.

Section 13: Amendments

This Agreement may not be amended in any respect except by way of a written instrument which expressly references and identifies this Agreement, which expressly states that its purpose is to amend this particular Agreement, and which is duly executed by the City and Consultant. Consultant acknowledges that no such amendment shall be effective until approved and authorized by the City’s authorized representative. No representative of the City is authorized to obligate the City to pay the cost or value of services beyond the scope of services set forth in Exhibit A. Such authority is retained solely by the City Manager, Director, or their designee. Unless expressly authorized by the City Manager or Director, Consultant’s compensation shall be limited to that set forth in Exhibit A, Cost Schedule.

Section 14: Miscellaneous Provisions

i. Project Manager. The Director reserves the right to approve the project manager assigned by the Consultant to said work. No change in assignment may occur without prior written approval of the City.

ii. Consultant Services Only. Consultant is employed to render professional services only, and any payments made to Consultant are compensation solely for such professional services.

iii. Independent Contractor. In the performance of this Agreement, it is expressly understood that Consultant, including each of Consultant’s employees, agents, subcontractors, or others under Consultant’s supervision or control, is an independent contractor solely responsible for its own acts and omissions, and shall not be considered an employee of the City for any purpose. Consultant agrees to comply with AB5, codified at Labor Code section 2750.3, and shall indemnify, defend and hold harmless the City, its officials, officers, employees, and agents against any claim or liability, including attorneys’ fees and costs, arising in any manner related to this Agreement that an employee, agent or others under Consultant’s supervision or control was misclassified.

iv. Consultant Not an Agent. Except as City may specify in writing, Consultant shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent. Consultant shall have no authority, express or implied, pursuant to this Agreement to bind City to any obligation whatsoever.

v. Subcontractors. Consultant shall obtain prior approval of the City prior to subcontracting of any work pursuant to this Agreement. If at any time, the City determines any subcontractor is incompetent or unqualified, Consultant will be notified and will be expected to immediately cancel the subcontract. Consultant shall require and verify that all subcontractors maintain insurance meeting all of the requirements stated herein, including naming the City of Santa Cruz, its officers, officials, employees, agents, and volunteers as additional insureds. Any modification to the insurance requirements for subcontractors must be agreed to by the City in writing.

vi. Assignment. This Agreement shall not be assigned without first obtaining the express written consent of the Director or after approval of the City Council. Neither party may assign this Agreement unless this Agreement is amended in accordance with its terms.

vii. Conflicts of Interest. Consultant owes City a duty of undivided loyalty in performing the work and services under this Agreement. Consultant covenants (on behalf of Consultant and Consultant’s employees, agents, representatives, and subcontractors) that there is no direct or indirect…